Spider Among The Dead
by ScorpinokXV
Summary: The Spider-Army have defeated the Inheritors, but a new threat looms in another universe. Spider-Man, and his unlikely allies must battle with the armies of the undead in order to save the few remaining humans left.


_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related characters are owned by Marvel Entertainment. High School of The Dead is owned by Daisuke Sat**_ _ **ō**_ _ **.**_

 _ **Chapter 1 - Time's Up**_

The Spider-Army lead by Earth 616 Spider-Man have just returned back to his reality after defeating Morlun, and the Inheritors. Otto Octavius known as the Superior Spider-Man had killed the Master Weaver, the controller of the Web of Life and Destiny preventing the other Spider-Men from using their teleporters to return to their own realities. Earth 616 Spider-Man, and the remaining members of the Spider-Army defeated Octavius. Karn, one of the Inheritors became the new Master Weaver with the Web of Life and Destiny being restored.

Otto is sent back into the past, and thus loses his most recent memories in the process. Peter watches as Spider UK uses the talisman given to him by the Otherworlder known as Roma to travel through the multiverse to open circular portals into the other Spider-Men, and Spider-Women's realities.

"Alright, who's next then? Come on! I don't have all day!" Peter shakes his masked head at William's impatience. "Keep your breeches on, Captain Blinkered. We're all on edge after fighting for our lives against the Inheritors...this war's had it's share of casualties..." Peter whispers the last part, as he looks with sadness at May 'Mayday' Parker holding her baby brother little Benjy Parker closely in her arms.

May, and Benjy are now both orphans after the Inheritor Daemos killed the Peter Parker, and Mary Jane Parker of their reality.

Peter is about to go over to try to comfort May, when he sees Uncle Ben Spider-Man walk over to them, and he brings May, and Benjy into a gentle hug.

Peter has a somber expression underneath his mask, and hears the quiet sobbing of May and sees that Uncle Ben is stroking her brown hair with his gloved right hand to help comfort her. Peter jumps a bit in surprise when he hears hissing to his immediate right, and sees his Doppleganger that was created by the Magus watching the scene next to him with his large composite eyes. Peter looks over uneasily at him, and wags a finger in admonishment to the Doppelganger.

"No! Bad! We do not hiss menacingly at our friends! Bad, Doppel! Bad!" The six-armed Doppelganger stares back at Spider-Man, and hisses lowly. "Rrrrr-rr-aaaaGGGgg-gg-hisss!" The Doppelganger then crouches low, and starts chomping his jaw with razor sharp teeth up, and down with a clawed hand rubbing the top of his head.

Peter pats him on the head earning a swipe of one of the clawed hands of Doppelganger, and an angry hiss of warning. Peter starts chuckling nervously, and coughs into his gloved fist to clear his throat. "I'll take that as a strong maybe...where's your friendly neighborhood Gibberish to English translator when I need them?"

"Right here, Baby!" Peter stares up in shock, and the white eye lenses on his mask narrow when he sees the mutant chaos bringer named Shriek "Shriek, and...no..." Peter has a look of horror at seeing someone he thought dead. "Demogoblin!" The Doppelganger to Peter's side let out a happy sounding hiss, and leaps into the waiting arms of Shriek. Shriek is 5 foot 8 inches tall, and she is wearing high black leather high heel boots, and matching leather gloves with a row of long spikes down the arms. She has an athletic build with small hips, but has large C-Cup breasts covered by a black low cut leather corset with matching leather bikini bottom. She has a blue diamond mark on her left eye, and pale white skin with blue eyes, and long full blue hair.

"Where are they, Shriek...you informed me that there would be heathens to cull here! Wait..." Demogoblin sniffs the air with his long tongue flicking the air. "I smell it! The stench of sin permeates in the air! It is coming from that talisman the Spider-Man holds within his grasp! I sense it will lead me to a world of sin which I will cleanse with perdition's fire!" Demogoblin laughs out-loud in joy, with Peter shivering at the thought of Demogoblin being unleashed on an unsuspecting world.

Shriek holds Doppelganger's face in her slender hands lovingly, and kisses him on the forehead. "Mama's missed her little boy! Did you miss me too, Doppel?" Doppelganger hisses, and nods his head. Shriek smiles widely, and grasps one of Doppelganger's clawed hands, and leads him over to a confused, and on guard Spider-Man. "There's your Daddy now. He's been such a good father looking out for his boy, and Mama's gonna give him his reward!" Shriek pulls Peter's head closer to her's, and lifts up the bottom of his mask. She leans in, and starts kissing Peter's lips roughly, and licking his bottom lip with her tongue. Peter is stunned by her actions, and freezes up as she continues her oral assault to force her tongue inside his mouth.

After two minutes, she stops kissing Peter and licks her lips with blue lipstick on them, and grins in satisfaction. "Hhmmm~! Not bad, Baby! Needs a little work, but we'll get in lots of practice together!" Shriek reaches her slender arms around Peter's shoulders, and connects both her hands behind his neck area. Doppelganger hisses disapprovingly at Shriek, and she turns her head to Doppel, and rubs the top of his head affectionately. "I know you don't like seeing me, and your father making out, what kid does...but we're a family now, and this is natural for us!" Doppelganger crouches down, and puts his head down to hiss softly.

"You're such a Mama's boy, Doppel! I love that about you!" Shriek cooed, and then returned her attention to a still stunned Peter. "Hubby, I know I'm a good kisser, but at least say something, Baby!" Demogoblin uses his flaming Goblin glider to fly over, and down to eye level with the odd couple. "Cease this vulgar display of sinfulness at once, Shriek! You're debauchery is nothing in comparison to the taint that I sense in this other world! We must travel there to free that world of all sinners!" Peter finally snaps out of his shock, and breaks free of Shriek's hold. Peter gains some distance by back flipping several times to stop twenty feet away from the Maximum Carnage members.

There are only a few remaining Spider-Army members left who haven't been returned to their own realities. The only ones still remaining are Spider-Ham, Ashley Barton aka. 'Spider-Bitch', and William Braddock aka. Spider-Man UK. Spider-Ham snorts loudly, and gets into a fighting stance to back up his fellow spider. Ashley huffs arrogantly, and turns her head away from the oncoming fight.

"I don't have to get involved in this...it's Parker's problem, not mine! Send me back to my world, Limey...I've got a criminal empire to run!" Spider-Man UK frowns under his mask, and activates the talisman to create a portal for her. "There you are...now off with you! You're a disgrace to that costume!" Ashley balks, and flips Spider-Man UK off and runs into the portal that closes seconds later.

"What a little bitch! Well, my porcine friend...are you going to abandon our fearless leader as well?" Spider-Ham shakes his head in the negative, and rushes over to stand next to Spider-Man with his gloved hands made into fists. "I've got your back, Pete! Us spiders got to stick together!" Peter nods down at Spider-Ham, and smiles behind his mask. "Good to have you aboard! Now, let's take the fight to them!" Peter fires a thick gob of webbing, and hits Demogoblin in the face. Demogoblin reaches up to pull the sticky webbing off of his face, only to receive a flying kick to the mid section from Spider-Ham. "This Gobby is ugly with a capital 'UG'...the webbing is a definite *snort* improvement, Spider-Man!"

Doppelganger hisses loudly, and fires his own razor sharp webbing from all six hands at Spider-Ham. Peter Porker uses his spider-sense to weave, and duck out of the way of the lethal webbing projectiles. Peter begins his attack on Shriek, who fires several sonic beams at him. "Baby...we shouldn't fight like this, not in front of the kids!" Shriek changes the range of the sonic beams to a wide angle shot when she sees that none of her shots are hitting their target. "I know you will be the perfect role model for our kids.,,with a few minor changes here, and there!" Shriek laughs loudly, and strafes the area with sonic blasts catching Spider-Ham mid-leap on the calf of his right leg.

Spider-Man UK uses his web-shooters, and fires twin streams of webbing at Doppelganger. The Doppelganger proves he is as nimble as the other Spider-Men, by flipping gracefully out of the path of Spider-UK's web-shots. "This little bugger is a quick one, but it goes with the territory...take this!" Spider-UK fakes a punch, and launches a spin kick to the side of Doppelganger's head. Doppelganger uses all three arms on his right side to block the kick, and grabs Spider-UK's leg.

"Get me the talisman, beast! Then we can cull all of those sinners like chaff from the wheat!" Demogoblin throws several pumpkin bombs to rain down on Spider-Man, and Peter shoots more impact webbing at Demogoblin that webs the bombs to his clawed hands before he can throw more of them.

Doppelganger uses his superior spider-strength to overpower Spider-UK, and wrenches the talisman from his grasp. Doppelganger follows up with two simultaneous right crosses to Spider-UK's chin that sends him skidding across the pavement of the street to land some twenty feet away.

Doppelganger hisses in satisfaction, and jumps over to Shriek's location and hands her the talisman. Demogoblin uses his power to burn Spider-Man's webbing off his hands without activating the Pumpkin bombs. Demogoblin puts them back in his satchel, and looks down to yell at Doppelganger. "Not to her, you mindless creature! Give me the talisman!" Shriek looks up disapprovingly at Demogoblin with her gloved hands on her shapely hips. "I taught you better than that! What's the magic word, Demo?" Demogoblin flies over to Shriek, and angrily holds out his yellow clawed hand at her. "Will you...*grrRRAAA*...please...give me the talisman?!" Shriek nods her head with a smug grin, and slowly drops the talisman in Demogoblin's waiting hand.

"That wasn't so hard, now was it? You're a good little man, and Mommy's proud of you!" Demogoblin's eyes soften for a moment, before he shakes his hooded head and glares hard at Shriek. "You are like all the others...A Sinner who will be purified through fire! We are temporary allies at best...once your usefulness has ended...you will burn!" Shriek laughs loudly, and holds her sides in slight pain from the force of her laughter. "Demo, you crack me up...now go and get your brother, while I get Papa ready to leave with us!" Demogoblin growls at Shriek, but does as she asks, and grabs Doppelganger in an underarm carry and holds out the talisman which forms a circular blue portal.

Peter looks around, and sees his two allies Spider-UK, and Spider-Ham are out of the fight. "Just me versus most of the Maximum Carnage crew...this didn't go so well the last time I tangled with them solo." Peter's spider-sense warns him of Shriek's sonic attack, and this has Peter using his spider-like agility to evade the deadly blasts. What Peter didn't realize is that Shriek is herding him over to a specific spot with her devastating blasts. "Now, Demo! Move the portal over behind Spider-Man!" Peter's spider-sense warns him too late, and he falls back into the swirling portal, and disappears. Demogoblin cackles madly, and his forked tongue wags out of his mouth excitedly.

"Prepare yourselves, Sinners! The time of your judgement is at hand! Repent, or burn! HA-HA-HA-HA-HA!" Demogoblin continues his mad cackling, and Doppelganger is hissing in unison as they both fly through the portal on Demogoblin's fiery goblin glider. The portal starts closing, and Shriek tsks and shakes her head. "Boys will be boys I suppose! Wait for your mother!" Shriek breaks out in a dead run towards the portal, and dives into it before it closes and disappears from sight.

 _ **High School Of The Dead Universe**_

A blue swirling portal appears in the middle of an empty street that is close to a large building that looks like a high school. A costumed figure is unceremoniously dumped out of the portal, and somersaults back to his feet, and crouches low on his booted feet, and points both of his gloved hands in preparation of the Carnage crew to make their appearance through the portal. Peter is momentarily distracted by a woman's high pitched scream, and decides to check on this before dealing with the super-villain trio.

Spider-Man is running towards the source of the screams, and discovers that its coming from the front gates of the high school. Peter sees a strange man at the gates, and he's chomping down on the arm of a tall man wearing a light blue shirt with a high collar, and black pants. A tall woman with reddish brown hair, and matching light brown eyes wearing glasses is screaming her head off, and holding onto the sides of her face with her slender hands. Her long hair in a loose ponytail is swaying from side to side as she shakes her head in disbelief. This also has an effect on her voluptuous figure with her large breasts swaying with her movements.

"Noooo! Teshima-kun! Let him go!" The woman rushes over to some nearby gym equipment, and quickly grabs hold of the end of a baseball bat. She hurries back over, and begins battering the head of the strange man with the end of the bat, until he finally releases the other man. The woman, and the other school faculty members circle around their fellow teacher in worry. One of the faculty men builds up the courage to check the Teacher's vitals. "H-He's dead?! How did he die from a single bite from that man?!"

The woman puts her hands over her mouth to stifle a sob, and tears are starting to form in her light brown eyes. "Stop! Back away! Don't touch that guy!" Spider-Man shouts over to the school faculty after emptying out his web cartridge to keep the undead man from earlier stuck to the gate.

"What?! Who is this...a Cosplayer? Is there a convention in town?" One of the teacher's asks in curiosity to the others, getting head shakes from the rest of the faculty. What shocks them is when the costumed man leaps over the high iron gate of the school like it was nothing.

"That guy who just got bit is going to jump up, and take a bite out of you! He's now an undead! Please! Back away!" Peter's words turn into reality, when the thought to be dead man starts to sit up, and takes a lunge for the woman that was so concerned about his safety before. The woman watches in horror as the man's dead eyes, and open mouth with teeth are heading directly for her vulnerable throat. A single spider web snags the back of the undead man's shirt, and yanks him quickly away before the fatal bite could be administered.

Peter quickly webs the undead man in a strong web cocoon with every part of his body covered including his mouth. "Oh, man! That was too close for comfort! You were almost turned into a zombie buffet...are there anymore around? If my horror movie logic holds true, then there has to be more of these brain munchers somewhere on the school grounds."

"Burn, heretic! Burn in perdition's fire! HA-HA-HA-HA!" Peter turns his head quickly back to the main gate of the school to witness Demogoblin firing a blast of hell-fire from his hand, and reducing the undead man he webbed to the gate to grey ash.

"GRrrrrraaaghhhiiisssshh!" Doppelganger walks up to the ashes, and kicks it with a clawed foot.

"That is correct! All the Sinners will be judged...the righteous will survive, and the sinful ones will die! Where is the one called Shriek? Did we not all arrive at the same moment..." Demogoblin stops talking abruptly, and sniffs the air. "More...there are many more with the taint of the undead! So many...will the righteous survive long enough for me to cleanse this world of Sin?!" Demogoblin begins to soar above the front gate, and senses that another undead is within the web cocoon near Spider-Man. Demogoblin takes out a flaming pumpkin bomb from his satchel, and throws it over to impact with the web cocoon.

"Another tainted undead! Repent now, as you burn to fiery ashes, heathen!" Peter makes a snap decision, and leaps to push the still living faculty members out of the way from getting caught in the explosion. Demogoblin laughs as the cocoon explodes in a large fiery cloud of smoke, and pieces of zombified corpse starts flying in the air to drop with wet plops onto the paved school lot.

The reddish haired woman shrieks, and her eyes are wide in sheer terror as she gets into a seated position from Spider-Man pushing them to safety. "Ahh! My ears...and they say that I make a lot of noise!" Peter, and the faculty members see an albino woman with blue hair, and matching blue eyes in a very revealing leather costume surveying the site of the explosion. "Demo! I don't think you used enough pumpkin bombs...I still see a piece of this guy left untouched!" Shriek turns around to look at Peter with a playful grin on her face with her left eye glowing with telekinetic energy.

"This is the perfect place for a family outing, Baby~! Demo really knows how to pick a good spot for mayhem! Ha-ha-ha-ha!" Shriek, and the others hear more screaming, and also glass shattering coming from inside the high school. Peter ignores Shriek, and turns his head to stare with a serious expression under his mask at the teacher faculty, and holds out his red gloved hand.

"If you want to live...follow me!" The reddish haired woman hesitates for a moment, but then narrows her eyes in worry at the flying demon, and the creature with six arms. The woman with blue hair has a look of indifference, and has her arms folded over her breasts.

"Come on, and make up your mind! I want Papa to show his children what he's really made of!"

The woman glares at Shriek, earning a smirk from the mutant villainess. She then stares into Peter's white eye lenses, and makes her decision. "Okay, please help us! We need to get the children to safety, and away from these freaks!" Doppelganger walks menacingly over to the teachers, and Spider-Man blocks his way to protect them. Shriek waves Doppelganger off, and strokes the back of his head lovingly. "I don't want you to fight with your father, Doppel...that's my job as his sexy siren! Really gets the blood pumping for our later activities!"

Spider-Man can't help but face-palm at the absurdity of this situation. "Get this straight, Frances...I'm not now, or will I ever be intimate with you...and he..." Peter points at Doppelganger. "and Sin Sniffer over there are NOT my sons! Now, either help me get those kids out of the school to safety, or get out of our way!" Shriek starts shivering, and holds herself around the shoulders with her hands. "Ooooo...baby! I love it when your forceful like this! Boys, listen to your father! Get rid of any undead you find in the school, but leave the humans alone!" Doppelganger hisses low, and nods with his teeth chomping down. Demogoblin grumbles, and takes off in the sky towards the school building. Shriek huffs with her hands on her hips. "There's always a problem child..." Shriek says mostly to herself, and turns around with a smile that doesn't reach her eyes.

"Take notes, honey..." Shriek narrows her eyes at the only other woman in the group. and Shriek's hands start glowing with telekinetic energy. "...I'll show you how to kill the undead!"

 _ **Author's Note: Chapter 1 Complete! Thanks for reading, and let me know what you think of the story with a review! :)**_


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